Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and Address of Issuer:
Greenspring Fund, Incorporated
2330 West Joppa Road, Suite 110
Lutherville, MD 21093
2. Name of each series or class of funds for which this notice is filed:
Greenspring Fund, Incorporated
3. Investment Company Act File Number: 811-3627
Securities Act File Number: 2-81956
4. Last day of fiscal year for which this notice is filed:
December 31, 1998
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6)
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
$43,748,838.73 ($.01 par value)
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
$43,748,838.73 ($.01 par value)
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
$5,898,814.41
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): 43,748,838.73
(ii) Aggregate price of shares issued in connection with
with dividend reinvestment plans (from Item 11,
if applicable): 5,898,814.41
(iii)Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable) (81,268,577.58)
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to 24e-2 (if applicable): 0.00
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
((i) + (ii) - (iii) + (iv)) (if applicable): (31,620,924.44)
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6): .000278
(vii)Fee due ((v) * (vi)) 0.00
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). [ ]
Signature: /s/ Michael T. Godack
Sr. Vice President
Date: February xx, 1999
